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| HR > SEC Filings for HR > Form 8-K/A on 20-Jan-2009 | All Recent SEC Filings |
20-Jan-2009
Completion of Acquisition or Disposition of Assets
(1) Combined Historical Statements of Revenues and Certain Direct Operating Expenses for the CHS Properties. The CHS Properties were acquired from unrelated third parties. The Company is not aware, after reasonable inquiry, of any material factors relating to the operations of the CHS Properties, other than as disclosed herein, that would cause the reported historical financial
information not to be necessarily indicative of future operating results. Material factors considered by the Company relating to the operations of the properties in assessing the acquisition of the CHS Properties are described elsewhere in this Current Report of Form 8-K.
(i) Report of Independent Auditors.
(ii) Combined Historical Statements of Revenues and Certain Direct Operating
Expenses for the Year Ended December 31, 2007 and the Nine Months Ended
September 30, 2008 and 2007 (unaudited).
(iii) Notes to Combined Historical Statements of Revenues and Certain Direct
Operating Expenses.
(2) Combined Historical Statements of Revenues and Certain Direct Operating
Expenses for the Unico Properties.
(i) Report of Independent Auditors.
(ii) Combined Historical Statements of Revenues and Certain Direct Operating
Expenses for the Years Ended December 31, 2007 and 2006 and the Period from
April 6, 2005 to December 31, 2005 and for the Nine Months Ended September 30,
2008 and 2007 (unaudited).
(iii) Notes to Combined Historical Statements of Revenues and Certain Direct
Operating Expenses.
(b) Pro Forma Financial Information.
(1) Introduction to Unaudited Pro Forma Condensed Consolidated Financial
Statements of the Company.
(2) Unaudited Pro Forma Condensed Consolidated Balance Sheet of the Company as
of September 30, 2008.
(3) Unaudited Pro Forma Condensed Consolidated Statement of Income for the
Company for the nine months ended September 30, 2008.
(4) Unaudited Pro Forma Condensed Consolidated Statement of Income for the year
ended December 31, 2007.
(5) Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements of
the Company.
(d) Exhibits
99.1 Consent of Independent Registered Public Accounting Firm.
99.2 Consent of Independent Registered Public Accounting Firm.
(a) Financial Statements of Businesses Acquired.
CHS Properties Combined Historical Statements of Revenues and Certain Direct Operating Expenses For the Year ended December 31, 2007 and the Nine Months ended September 30, 2008 and 2007 (unaudited)
Report of Independent Auditors
Board of Directors and Stockholders
Healthcare Realty Trust Incorporated
Nashville, Tennessee
We have audited the accompanying Combined Historical Statement of Revenues and
Certain Direct Operating Expenses for the year ended December 31, 2007 of the 15
medical office buildings (the "Properties") acquired pursuant to the purchase
agreement dated November 4, 2008 between HR of Carolinas, LLC, an affiliate of
Healthcare Realty Trust Incorporated, and The Charlotte-Mecklenburg Hospital
Authority and certain of its affiliates. This financial statement is the
responsibility of The Charlotte-Mecklenburg Hospital Authority management. Our
responsibility is to express an opinion on the financial statement based on our
audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement. An audit includes consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of The Charlotte-Mecklenburg Hospital
Authority's internal control over financial reporting. Accordingly, we express
no such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement, assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the financial statement. We believe
that our audit provides a reasonable basis for our opinion.
The accompanying financial statement was prepared for the purpose of complying
with the rules and regulations of the United States Securities and Exchange
Commission as described in Note 2 and is not intended to be a complete
presentation of the Properties' revenues and expenses.
In our opinion, the Combined Historical Statement of Revenues and Certain Direct
Operating Expenses referred to above presents fairly, in all material respects,
the revenues and certain direct operating expenses described in Note 2 to the
financial statement for the year ended December 31, 2007, in conformity with
accounting principles generally accepted in the United States of America.
/s/BDO Seidman, LLP
Nashville, Tennessee
January 16, 2009
CHS Properties
Combined Historical Statements of Revenues and Certain Direct Operating Expenses
For the Year ended December 31, 2007 and
the Nine Months ended September 30, 2008 and 2007 (unaudited)
(Dollars in thousands)
For the For the
For the Nine Months Nine Months
Year Ended Ended Ended
Dec. 31, 2007 Sept. 30, 2008 Sept. 30, 2007
(unaudited) (unaudited)
Revenues:
Rental income $ 8,752 $ 8,923 $ 6,061
Other rental revenue 63 44 50
Total revenues 8,815 8,967 6,111
Certain direct operating expenses:
Utilities 980 932 685
General and administrative 1,831 1,524 1,253
Repairs and maintenance 372 302 241
Total certain direct operating expenses 3,183 2,758 2,179
Revenues in excess of certain direct operating expenses $ 5,632 $ 6,209 $ 3,932
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See accompanying notes to combined financial statements.
CHS Properties
Notes to Combined Historical Statements of Revenues and Certain Direct Operating
Expenses
The portfolio of 15 medical office buildings (the "Properties") acquired from The Charlotte-Mecklenburg Hospital Authority (d/b/a Charlotte HealthCare System) and certain of its affiliates (collectively, "CHS") includes on and off campus properties which are located in or around Charlotte, North Carolina.
(2) Basis of Presentation
The accompanying Combined Historical Statements of Revenues and Certain Direct Operating Expenses have been prepared for the purpose of complying with Rule 3-14 of the Securities and Exchange Commission Regulation S-X and are not intended to be a complete presentation of the Properties' revenues and expenses. The financial statements have been prepared on the accrual basis of accounting and require management of the Properties to make estimates and assumptions that affect the reported amounts of the revenues and expenses during the reporting period. Actual results may differ from those estimates.
(3) Unaudited Interim Information
In the opinion of CHS's management, all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation (in accordance with Basis of Presentation as described in Note 2) have been made to the accompanying unaudited amounts for the nine months ended September 30, 2008 and 2007.
Costs such as depreciation, amortization, and professional fees are excluded from the financial statements. Property taxes have also been excluded from the financial statements as CHS has historically been exempt from property taxes on most of these properties in Mecklenburg County, North Carolina. CHS had a contract in place for property management services and these expenses have also been excluded from the financial statements.
(4) Revenues
The Properties contain medical office space occupied under various lease agreements with tenants. All leases are accounted for as operating leases. Rental income is recognized as earned over the life of the lease agreements on a straight-line basis. Some of the leases include provisions under which the Properties are reimbursed for common area maintenance and other operating costs, real estate taxes, and insurance. Revenue related to these reimbursed costs is recognized in the period the applicable costs are incurred and billed to tenants pursuant to the lease agreements. Certain leases contain renewal options at various periods at various rental rates. At December 31, 2007, CHS occupied a majority of the gross rentable area, which was generally leased through inter-agency ("I/A") occupancy agreements. Rental income reported in the financial statements from these inter-agency occupancy agreements was approximately $6.2 million at December 31, 2007. No cash lease payments were exchanged related to the CHS I/A occupancy agreements, rather, billings were posted to inter-agency accounts with the respective CHS department or division.
Future minimum lease payments due under the non-cancelable operating leases with third party tenants (excluding the CHS occupants who were leasing under inter-agency short term agreements) at December 31, 2007 were as follows (in thousands):
2008 $ 2,101
2009 1,723
2010 881
2011 591
2012 402
2013 and thereafter 2,655
$ 8,353
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(5) Certain Direct Operating Expenses
Certain direct operating expenses include only those costs expected to be comparable to the proposed future operations of the Properties. Utilities expense includes electricity, gas, water, and telephone expense. General and administrative expense includes housekeeping, security, landscaping, insurance, supplies, leasing fees, and other general costs associated with operating the properties. Repairs and maintenance expenses are charged to operations as incurred.
Unico Properties Combined Historical Statements of Revenues and Certain Direct Operating Expenses For the Years ended December 31, 2007 and 2006 and the Period from April 6, 2005 to December 31, 2005 and the Nine Months ended September 30, 2008 and 2007(unaudited)
Report of Independent Auditors
Board of Directors and Stockholders
Healthcare Realty Trust Incorporated
Nashville, Tennessee
We have audited the accompanying Combined Historical Statements of Revenues and
Certain Direct Operating Expenses for the years ended December 31, 2007 and 2006
and the period from April 6, 2005 to December 31, 2005 of the six medical office
buildings (the "Properties") acquired through the purchase of the controlling
limited liability company membership interests in Unico HRT 2005 MOB Venture LLC
and Unico HRT 2006 MOB Venture LLC by HR Acquisition I Corporation ("HR"), an
affiliate of Healthcare Realty Trust Incorporated, from Unico 2005 MOB Sponsor
LLC and Unico 2006 MOB Sponsor LLC (collectively "Unico") pursuant to Purchase
and Sale Agreements between HR and Unico, dated September 12, 2008. These
financial statements are the responsibility of Unico's management. Our
responsibility is to express an opinion on the financial statements based on our
audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of Unico's internal control over
financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
The accompanying financial statements were prepared for the purpose of complying
with the rules and regulations of the United States Securities and Exchange
Commission as described in Note 2 and are not intended to be a complete
presentation of the Properties' revenues and expenses.
In our opinion, the Combined Historical Statements of Revenues and Certain
Direct Operating Expenses referred to above present fairly, in all material
respects, the revenues and certain direct operating expenses described in Note 2
to the financial statements for the years ended December 31, 2007 and 2006 and
the period from April 6, 2005 to December 31, 2005, in conformity with
accounting principles generally accepted in the United States of America.
/s/BDO Seidman, LLP
Nashville, Tennessee
January 14, 2009
Unico Properties
Combined Historical Statements of Revenues and Certain Direct Operating Expenses
For the Years Ended December 31, 2007 and 2006
and the Period from April 6, 2005 to December 31, 2005
(Dollars in thousands)
For the For the Period From
Year Ended Year Ended Apr. 6, 2005 to
Dec. 31, 2007 Dec. 31, 2006 Dec. 31, 2005
Revenues:
Rental income $ 7,066 $ 6,100 $ 3,095
Other rental revenue 1,285 1,131 478
Total revenues 8,351 7,231 3,573
Certain Direct operating expenses:
Property taxes 368 390 201
Utilities 424 368 178
General and administrative expenses 880 646 330
Repairs and maintenance 286 246 74
Total certain direct operating expenses 1,958 1,650 783
Revenues in excess of certain direct operating expenses $ 6,393 $ 5,581 $ 2,790
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See accompanying notes to combined financial statements.
Unico Properties
Combined Historical Statements of Revenues and Certain Direct Operating Expenses
For the Nine Months Ended September 30, 2008 and 2007 (unaudited)
(Dollars in thousands)
For the For the
Nine Months Nine Months
Ended Ended
Sept. 30, 2008 Sept. 30, 2007
(unaudited) (unaudited)
Revenues:
Rental income $ 5,994 $ 5,086
Other rental revenue 1,299 938
Total revenues 7,293 6,024
Certain direct operating expenses:
Property taxes 366 291
Utilities 352 299
General and administrative expenses 639 588
Repairs and maintenance 233 191
Total certain direct operating expenses 1,590 1,369
Revenues in excess of certain direct operating expenses $ 5,703 $ 4,655
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See accompanying notes to combined financial statements.
Unico Properties
Notes to Combined Historical Statements of Revenues and Certain Direct Operating
Expenses
The six on-campus medical office buildings and related debt (the "Properties") acquired through the purchase of the membership interest of Unico 2005 MOB Sponsor LLC and Unico 2006 MOB Sponsor LLC (collectively "Unico") are located in Washington and Oregon. In connection with the acquisitions, the Company entered into an agreement to sell one of the six buildings in the first quarter of 2009 for approximately $5.4 million, plus the assumption of debt (approximately $5.5 million at December 31, 2008). The remaining five buildings were 100% occupied with lease terms ranging from 2013 through 2028 as of December 31, 2007. These financial statements include revenues and certain direct operating expenses of all six properties.
(2) Basis of Presentation
The accompanying Combined Historical Statements of Revenues and Certain Direct Operating Expenses have been prepared for the purpose of complying with Rule 3-14 of the Securities and Exchange Commission Regulation S-X and are not intended to be a complete presentation of the Properties' revenues and expenses. The financial statements have been prepared on the accrual basis of accounting and require management to make estimates and assumptions that affect the reported amounts of the revenues and expenses during the reporting period. Actual results may differ from those estimates.
(3) Unaudited Interim Information
In the opinion of Unico's management, all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation (in accordance with Basis of Presentation as described in Note 2) have been made to the accompanying unaudited amounts for the nine months ended September 30, 2008 and 2007.
(4) Revenues
The Properties contain medical office space occupied under various lease agreements with tenants. All leases are accounted for as operating leases. Rental income is recognized as earned over the life of the lease agreements on a straight-line basis. Some of the leases include provisions under which the Properties are reimbursed for common area maintenance and other operating costs, real estate taxes, and insurance. Revenue related to these reimbursed costs is recognized in the period the applicable costs are incurred and billed to tenants pursuant to the lease agreements. Certain leases contain renewal options at various periods at various rental rates.
Future minimum lease payments due under the non-cancelable operating leases at December 31, 2007 are shown in the table below (in thousands). The table excludes future minimum lease payments related to the one building that the Company expects to sell in the first quarter of 2009.
2008 $ 6,168
2009 6,315
2010 6,472
2011 6,627
2012 6,815
2013 and thereafter 44,138
$ 76,535
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(5) Certain Direct Operating Expenses
Certain direct operating expenses include only those costs expected to be comparable to the proposed future operations of the Properties. Repairs and maintenance expenses are charged to operations as incurred. Costs such as depreciation, amortization, management fees, and professional fees are excluded from the financial statements.
(6) Operating Leases
As of December 31, 2007, the Properties had long term obligations under operating agreements consisting of ground leases related to three real estate investments with expiration dates through 2101. Rental expense relating to the operating leases for the years ended December 31, 2007 and 2006 and the period ended December 31, 2005 was $149,000, $139,000, and $36,000, respectively. Future minimum lease payments for operating leases as of December 31, 2007 are as follows (in thousands):
2008 $ 153
2009 153
2010 153
2011 153
2012 153
2013 and thereafter 8,406
$ 9,171
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(7) Related Party Transactions
The Properties were owned by joint ventures between the Company and Unico. During the years ended December 31, 2007 and 2006 and the period ended December 31, 2005, the Properties paid $119,000, $67,000 and $17,000, respectively, to Unico for accounting fees and leasing commissions.
(b) Pro Forma Financial Information.
The Unaudited Pro Forma Condensed Consolidated Financial Statements . . .
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